Document Assembly Speeds Contract Process

A few years ago when someone in Microsoft's global organization needed a contract, an attorney or paralegal typically searched for a form he or she had used in the past and modified it to suit the transaction. The finished documents often were inconsistent in style and substance, confusing people who had more than one Microsoft contract.

"There wasn't a centralized set of clauses or repository of templates. These [contracts] varied substantively on common issues, and they also looked and felt quite different in their organization of paragraphs, headings and font selections," says Michel Gahard, Microsoft's general manager of customer and partner experience. "If you laid down on the table 10 agreements, you would probably jump to the conclusion that they were from different companies. The differences were that great."

Many legal departments face the same inefficiencies and inconsistencies in their contracting process. Valuable time is wasted locating an appropriate nondisclosure or licensing agreement or other contract to copy. And if sales people adapt old documents without legal department review, they may insert unapproved language or delete important language, changes that can cause legal issues later. With legal departments under pressure to cut costs while keeping a tight rein on containing risk, there is renewed interest in using document assembly technology to provide contract consistency and save time and money.

Microsoft, for example, decided to undertake a document assembly project in 2006. Teams of attorneys and internal business clients identified 26 types of transactions in five major transaction groups. "Procurement, for example, was identified as a group consisting of software, hardware and service procurement," Gahard says. Attorneys built the templates using Microsoft Word and a system from software maker Business Integrity. The department assigned attorneys with expertise in the particular subject matter as "owners" of individual templates and gave them responsibility for future changes.

The project reduced the total number of contract templates from 1,836 to 212. "Documents also now have a similar 'look and feel,' with standardized font styles, numbering and spacing, as well as content," Gahard says.

Standard Deviations

A document assembly system allows sales people to create contracts using a repository of preapproved alternative clauses, rather than cutting and pasting from old contracts or creating new language themselves. This speeds up the sales process, and allows the law department to manage legal risk without getting involved in reviewing individual contracts.

"If you pull last week's or last year's form document, some of its provisions are those that you, the corporation, wanted, and some are ones that were negotiated," says Seth Rowland, attorney-consultant at Basha Systems, a legal technology consultancy. "If instead you use a template that has alternative optional provisions, you know that each of those provisions was officially sanctioned by the corporate legal department."

When non-lawyers use cut-and-paste on a word processing document, mistakes can happen. A sales rep rushing to close a deal could miss a closing date or forget to change a name, potentially exposing a company to operational and legal risk.

For example, a salesperson at a large insurance company changed the address in a contract's notice of termination clause without informing corporate management. As a result, the customer submitted a half million dollars in health claims after the insurance company thought it had terminated the contract. A document assembly system prevents that kind of change without the company's central database also being updated, Rowland says.

Software Solutions

Most document assembly software programs operate essentially the same way.

The first step, according to Jamie Wodetzki, founder of software maker Exari, is to analyze the existing contracting processes to establish priorities in template development, answering questions such as: What is very expensive in the business? What is high risk? What might be damaging to customer experience?

Once priorities are established, attorneys who are subject-matter experts compile different versions of a contract into one master version that contains all approved clauses and conditions. They bracket variable information, such as buyer's name, seller's name and dates, and mark conditional clauses.

The software interprets these markups, generating a questionnaire. As the user answers the questions, the software builds the contract, inserting specific information, such as names and dates, based on the information the user provides. Clauses from the master contract are pasted into the document automatically, based on the user's answers.

"Let's say the first question asks if the deal is guaranteed," says Tim Allen, vice president-North America of Business Integrity. "If you click 'yes,' you will be asked questions to add a name and amount. If you click 'no,' you won't see any of those questions."

For standard contracts and those with low-risk alternative clauses, a business user receives a non-editable PDF document to execute. The system is preset to notify the user when legal review is required, and the request can be automatically routed to the legal team.

Other Adapters

Linde Gas North America is one of many legal departments that use document assembly. Its Exari-based system often allows salespeople to accurately assemble a contract without waiting for legal review, Senior Counsel Danielle Deller says.

"Instead of going to legal services with every little change required, a salesperson using the system can make certain changes now that actually do work and have been approved by legal and management and programmed into the system, instead of salespeople drafting some language that they think works but often doesn't," she says. As a result, salespeople can often close deals in less time.

Since Cisco's legal department adopted a Business Integrity document assembly system in 2005, its lawyers usually don't get involved at all in drafting new memoranda of understanding and marketing development agreements, says Steve Harmon, Cisco's senior director of legal services. "The process from beginning to end is self-service."

Yet despite the apparent advantages of document assembly, legal departments have been slow to adopt the technology.

"I've been surprised that more companies haven't yet taken advantage of these proven techniques for streamlining contract production," says Marc Lauritsen, author of the recently published book, "The Lawyer's Guide to Working Smarter with Knowledge Tools."

Lack of understanding between the various departments that must collaborate on developing a template system may be part of the reason. "[Legal, IT and business units] often come at these projects with misimpressions about each others' disciplines and without a clear shared vocabulary," Lauritsen says. "Successful projects seem to require teams that get past these obstacles."